The Night That Changed Everything
by mercifultehlu
Summary: She would never forgive him, she HATED him, it was too much...too much...but she already forgave him, she loved him so. And she hated herself for it. R&R, if you want.
1. To wake, or not to wake?

**Hey peoples, this is my first fanfic so I hope it turns out alright :) Of course, I don't own the Nanny and all credit is given where its due and all that good stuff. Anyway, this first chapter is kinda just fluff. But important fluff nontheless...Enjoy!**

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><p>"Oh, <em>why<em> did you make me watch this? I was just getting over Deborah Norville!" Niles moaned unhappily, blowing his nose into a tissue. But when he looked over to his companion, Fran Fine was fast asleep.

Niles sighed, getting up and turning the television set off. He tried to shake Fran awake, without luck. He looked at the VCR clock - 11:10p.m. '_Must be all those late nights with Val'_ Niles thought shaking his head at her attempts to be an "independent woman".

As he stood there listening to Fran's even breathing and watching her while he tried to think of a way to make her comfortable without waking her up. For a fleeting moment he thought perhaps he should just cover her with a blanket so as not to disturb her in anyway.

He just as quickly dismissed the thought as Mr. Sheffield wasn't home from his party yet, and could easily wake her from the slumber she was currently in. Niles almost slapped his forehead when the idea to carry Fran up to her bed popped in his mind. "Could've done the five _bloody _minutes ago," Niles mumbled under his breath.

He scooped Fran into his arms and walked up the stairs. Laying Fran down on the bed, Niles smiled fondly. "Mr. Sheffield is a lucky man," Niles whispered to himself. As an afterthought he added, "And a damn idiot, making her wait all this time."

Every once in awhile he would watch Fran gaze lovingly at Mr. Sheffield whilst he completely ignored her then sulk away dejectedly as if realizing he didn't return the feelings she had(Niles shook his head at this, knowing otherwise).

Even worse was at night when he would walk by her door, to hear her gentle sobs of distress. Each time something like this happened he felt a great pain in his heart, for Niles loved Ms. Fine as if she was his sister. Which, in ways, she was.

After taking one last look at his best friend's peaceful face he walked out of her room, turning out the lights.

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><p><strong>Would absolutely <em>love<em>** **reviews.**


	2. He's a grown man!

**I actually had this chapter finished yesterday but my computer went into it's frequent "i hate you" phase, making me wait 5 min to load a page :/...Anyway... **

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><p><span>3<span> hours later (_scene from the nanny w/ some changes_)

The front door to the Sheffield home was quickly pushed open. In walked Maxwell Sheffield, closely followed by a beautiful blonde woman. "Well, thank you so much for driving me home from the party, Danielle." Max throws his keys sloppily on the door side table, turning to face "Danielle".

"Oh, the pleasures all mine, Maxwell." She responds huskily, pressing her body closer to his. "Oh, well, look at the time I've got an early day tomorrow!" Chuckles an only slightly aware, inebriated Max. "Then, lets stay up all night" Danielle seductively presses herself even closer to Max, shocking him into gaining _some _sense.

"Well now. Look Danielle we've only just met. And the thing is I've just had a little bit too much to drink." Max says showing her just how much a "little bit" was with his fingers and adding a giggle as if to emphasize his point. "Maxwell!" Danielle whines,

"Your not involved with someone are you?"

"Yes!"

"Who?

Max hesitates slightly, "I don't know." Maxwell knew he wasn't technically involved with someone, but he knew who he fantasized about everyday, he knew who could turn his head or brighten his mood just by appearing in the room. Maxwell knew he thought about her more than any other "friend" would, he would never tell her. It wasn't so much the guilt anymore, Maxwell realized he would always have a place in his heart reserved for Sara.

If they started a relationship, would it work out? What if something happened to her? He couldn't go through that again, he wouldn't let the children lose another mother. Mostly, he was afraid it might just be a physical attraction...he knew he felt _something _other than friendship, but was it just lust? He cared about her too much to break her heart like that. So, for all these reasons and the fact he was terrified of commitment, he told himself he would only love Fran Fine as a friend and nothing more.

Danielle smiled to herself in a knowing way. "Then, um…" she started to lean in for a kiss. "Lets not tell her." She touched her lips against his. Max was frozen, but when she darted her tongue in his mouth again, and again, teasing him. Maxwell felt his mental walls slowly sliding down. _'I'm a grown man, I can be with whomever the bloody hell I like!' _

He started to return the kiss as she took off his jacket. Maxwell was oblivious. All he knew was that a woman wanted to make love with him, he was a more than slightly drunk, and he hadn't been with a women like this for quite some time now. He carried Danielle up to his room and dropped her on the bed gently, kissing her neck. As her hands began to roam he moaned, "Oh, Miss Fine!"

Maxwell paused, realizing what he just said, it hit him like a proverbial ton of bricks and he looked at the half- naked woman sheepishly. "I'm sorry, I can't d-" Danielle pulled Maxwell in for a demanding kiss so he couldn't finish that sentence.

It worked and Max seemed to be in deep turmoil as he kissed her back but went along with it anyway. Danielle was proud of herself, she had had enough of this _Miss Fine_ without her ruining this night.

She knew he was in love with _the help_. Maxwell talked about her non-stop during the limo ride home, all the while his eyes sparkling happily. It was _Miss Fine_ this and _Miss Fine _that. She hated the woman before even meeting her.

She wouldn't worry about her know though. Danielle planned on making Maxwell forget about Miss Fine starting tonight…

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><p><strong>Yeah...*scoffs*...right. <strong>


	3. The Morning After

**Wow, it's almost been a month since i last updated...How time flies... Anyway I'm updating now and better late than never, yeah? Oh and I guess I forgot to mention this took off from "The Nose Knows" episode, might've already figured that out, anyway :). And..and...and...oh yeah! Thanks for the reviews! :D**

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><p>Niles was behind the kitchen counter preparing Mr. Sheffield's morning platter, when Fran skipped into the kitchen her hair in a messy bun wearing one of her "loud, inappropriate bathrobes" this particular one was white with colorful designs on it. She stopped when she saw Niles. "Hiya Niles." Fran smiled.<p>

"Good morning, Miss Fine, sleep well?" Niles momentarily looked up at Fran. "Yeah, thanks for carrying me to my room last night, your such a doll." Fran's smile still etched upon her face as she leaned forward on the counter. Niles returned the smile, "It's the least I can do, Miss Fine."

"You didn't try anything, did ya?" she teased pointing her pinkie finger at him with a twinkle in her eyes. Niles chuckled, "No, but I was tempted." He grabbed the tray and looked Fran up and down. "Niles, you dog, you!" Fran's unique laughter filled the air as she hit Niles on the shoulder. "Is Mr. Sheffield up yet?"

Fran picked some imaginary lint off her robe and stared expectantly at Niles. "No, I was just bringing him some tea." Niles gestures to the silver platter in his hands filled with a cup, tea, and multiple blueberry scones.

Fran made a small _mmm _sound and grabbed a scone from the tray. "Wha? He's not going to eat it." Fran says off Niles look. Then pops the scone in her mouth. "Want me to take it to him, so you could…uh…" Fran looked around the kitchen. "take out the trash?" Niles smirked and shook his head, "Done."

"Scrub the counters?"

"Done."

"Scrub a toilet?"

Niles sulked. "Just take it." He thrust the tray into Fran's hands and walked out the door with hunched shoulders. Fran gave him a pitiful smile, turned, and walked up the stairs.

XxX

In the master bedroom of the Sheffield mansion. The owner of this dwelling was just waking up, the first rays of sunshine peeking through the curtains above his bed. Maxwell Sheffield's eyes slowly opened as he felt something move on the other side of his bed. Max sighed, rolled over, and sat bolt upright.

His eyebrows furrowed as he shook his head and slowly looked to his side, hoping he didn't see what he thought he saw. His hopes were dashed as he did, in fact, see a woman sleeping next to him in his bed. Maxwell groaned and fell back down on his pillow.

He didn't remember any of last night after the party, and was slightly hoping he could have a repeat of the last time he woke up with a woman beside him. Max smiled, recalling that morning some time ago…two years ago…

"_What is s-she doing here?" C.C. pointed the space that was usually unoccupied on Maxwell's bed. "Who?" Max looked over to his right, spotting a mass of dark brown curls. "Oh." He reached over and turned her head just enough so he could see her face. Max jumped back in shock, "MISS FINE!" Fran yawned and faced Maxwell, "oh, I'm having that dream again." She reached out to touch his face, and then she jumped off the bed in shock. "OH, MR. SHEFFIELD! WHAT ARE YOU DOING IN…your room."_

Maxwell remembered waking up a little bit before C.C. came in. He smelt, now that he thought about it, Fran's aroma. He didn't give it a second thought then because it felt almost, well, natural. As Max breathed in deeply, he knew it wasn't Fran beside him. He felt he already knew this, thinking he saw a bit of blonde hair when he looked over. Not the familiar brown curls. It wasn't Fran Fine, and maybe that was best.

"Penny for your thoughts," Maxwell heard a light voice whisper to him. He looked at the woman's face that was now staring at him. _What was her name? Diana? Danna? _

"Um…"

"Oh please tell me you weren't thinking of that servant."

_What did she say? Danielle! Yes that was it, Danielle. Blimey, her face is really unattractive with that scowl. _Ah yes, now he remembered. The limo ride, throwing his keys on the counter, walking up the stairs…

"I'm thinking this was a mistake, I'm terribly sorry."

Danielle was watching his face closely as he processed everything that happened. Then when he apologized his facial expressions were incredibly sincere. Danielle was tempted to laugh, instead she placed her most convincing heartbroken guise on upon her face. She blinked slowly and said, " C-Can I at least stay for breakfast and met your kids?" Danielle sniffed and smiled sadly. "I bet they're wonderful," she added for good measure.

Maxwell smiled fondly. "Yes they are," _Thanks to Fran._ "And you can stay, it's the least I can do." Danielle smiled and raised an eyebrow, "Do you hear that, is someone coming?" Max jumped out of bed and pulled on his robe. "Yes, my butler, Niles, usually brings some tea and scones for me in the morning."

"Oh, that's nice." Danielle watched as he threw her a white robe from the master bathroom. She put in on, still sitting in the bed. Max forgot about how she'd have to met the rest of his family, he knew what they would assume(rightfully so), and was more than a little nervous.

Maxwell Sheffield was incredibly proud of his reputation of being able to ignore all the actresses attempts to flirt with him at the theater. Hell, he was _living_ with the most gorgeous woman he'd ever had the pleasure to met and still was able to compose himself. Truthfully, he didn't understand what happened last night, and was definitely not proud of it.

What would his family think? He knew without doubt that Niles wouldn't approve, the kids would hate him, they didn't even know her name. And Miss Fine…Fran…Fran would…

The door opened, and from the bathroom Maxwell quickly said, "I'd like you to met Danielle, Niles. She's a friend of mine."

"I can see that." the nasally voice seemed to echo to the bathroom. Maxwell stepped back into the room, looking towards the doorway, and was staring into the dark brown eyes of Fran Fine.


	4. Waiting for Something

**First of all, thank you to everyone that reviewed, I smiled for a day and people were looking at me wierd. Thats not true actually, maybe a few hours. And people look at me wierd anyway. Also, thanks to the people that read it even if you didn't review. Probably cuz you thought it was lame...I'll never know... ;) I also forgot this:**

**Disclaimer: I don't own the Nanny, or it's amazing characters. Or that one I used from a season 4 episode either.**

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><p>Danielle watched as the door to Maxwell Sheffield's room opened. She expected to see the butler Maxwell mentioned, Niles, was it? Instead she saw a woman, not very tall, with dark brown curls piled in a messy bun. She was wearing a white bathrobe, similar to her own, but this one was more colorful and unique.<p>

Danielle peered at her face and could tell she was wearing make-up. Her lips were a dark shade of red and her eyes lined with mascara and eye-liner done by a practiced hand. She couldn't be very old, early to mid 30s, maybe. _Ugh, she's pretty._ Danielle stared harder. _Who is she?_

Fran was staring right back at Danielle only with a different visage. The first thing Fran saw was a woman sitting in Maxwell's bed and for a second she thought she was still dreaming. No, this more like having a nightmare. She could feel the tears welling up in her eyes before she could fully process the reality.

"I'd like you to met Danielle, Niles, she's a friend of mine." Maxwell Sheffield's voice drifted from the bathroom. _He thinks I'm Niles._ Fran was stuck. Shocked and hurt, she didn't know what to say or do. _She's a friend of mine. _If Fran wasn't about to cry she would've laughed. It was almost comical. Friends…the word bounced around in her head.

"I can see that." It was the most obvious thing to say, and the sentence dripped with just enough sarcasm to get Maxwell's attention without him noticing the contempt it held. Fran unlocked here eyes from Danielle's and looked toward the bathroom where she heard Maxwell's voice. As he stepped out of the bathroom, still in his robe, their eyes met. Fran knew if she blinked a lone tear would roll down her cheek, followed by more.

So she was trying to keep her eyes open for as long as humanly possible. Fran was waiting for something. Something that would tell her this was actually a dream, and yes, you may wake up now. Or if that wasn't possible, something that would help her understand. Understand why this woman was in Maxwell Sheffield's bed and not her. Although, her desire to be there was ever so slightly decreasing.

"Will you set the tray on the table and get out, please." Fran turned her head toward Danielle, away from those piercing green eyes. She glared at the woman, but it wasn't too convincing, seeing as the tears finally escaped their hold. Fran set the tray on the table, realizing she was, in fact, weeping. She stole one last look at Maxwell, and fled out of the room.

Maxwell watched her every move since he stepped out of the bathroom. He didn't know what to say, so he just stood there. Maxwell was waiting for something. For something to move, for he felt as if the whole room was frozen, waiting. Or, since that wasn't happening, something to tell him why Danielle was in his bed and not her.

It was at this moment his fears suddenly seemed inadequate. It was at this trice that seemed to go on forever he realized he loved Fran Fine more than he thought was possible. It was now he recognized he has been hurting them both far more than if he could just admit it.

He heard Danielle make some testy comment. He watched as Fran set the tray on the table in a manner Maxwell thought was all too gentle. His heart broke as he saw Fran's tear-streaked face look up at him. Then she left.

She just left. Maxwell was dumbfounded, he expected her to berate him. To yell and tell him it was wrong. That she couldn't believe he'd do such a thing. That she was leaving and would be at her mother's, or better yet, her mother was coming here.

Thoughts were still reeling through Maxwell's mind by the time Fran reached her bedroom. She didn't want Maxwell to see her cry, especially over him. She didn't want to give that woman the satisfaction of seeing her distress over their affair, because from that one look Fran could tell she was that type of woman. The type that would enjoy seeing anguish over what they've done, rather than feel pity.

It was wrong, wasn't it? Fran wasn't so sure anymore. Maxwell is a single man. He can do whatever he wants with whomever, right? It didn't make it any less painful. Fran remembered when she first realized she might have feelings for him.

There was when he rescued her at the Camp Kindervelt reunion. She felt a great surge of affection, and realized she cared more about her compassionate boss than she thought. But there was nothing past friendship for her, yet.

Fran recalled the jealousy she felt when Maxwell was so obviously smitten with Sydney Mercer, the publicist he hired a year ago. And the relief that rushed over her when she found out Sydney was gay.

Fran was convinced these emotions appeared only because she was afraid Sydney would take her place, she would lose her job, and the wonderful kids she had come to love as her own would eventually forget about her. Though deep down she knew that was only half the truth.

She felt herself falling more and more each passing day. Then along came Paris. A memory Fran cherished and dreaded at the same time. Who knew getting stuck in an airplane could lead to having a romantic stroll through France with Maxwell Sheffield? Then in Maxwell's failed attempt to regain his "passion", they took the next flight home.

As the plane was in the air they experienced "a little bump in the road" as Max called it. Which they later found out was just turbulence, but at the time everyone feared the worst. That this might be their last moments on Earth. Fran remembered it clearly as if it happened yesterday. She said something about the kids. They kissed.

Maxwell said, "I love you." They kissed again. Then the oxygen masks can down right as the plane leveled out and the stewardess told them everything would be fine. They spent the rest of the plane ride in silence. Fran thought she misheard him at first, but as she went over it her head over and over again, she knew that he actually did say those three words she now realized she longed to hear from him. It was then she knew she loved him, a lot. More than she thought possible.

So, for the next few hours as the plane landed in New York and they got in the limo, driving home. Fran felt on top of the world, he did it, he actually said _I love you. _

It didn't last long. As right before they were about to enter the mansion, he took it back. He said that when your facing death you sometimes say things without thinking. He just took it back. They later agreed to remain friends. After everything he thought they could just be… friends? Fran knew she would change his might later, that he must have some feelings for her. He didn't just pull those three words out of a hat, they had to have come up in his mind at some point.

Fran wasn't so sure anymore.

She heard someone knock on the door. It could only be two people. Either Niles found out and had come to comfort her. Or it was Maxwell. Fran quickly wiped the remaining tears off her face, and the ones that just recently surfaced. "You can come in," she said. It was Maxwell. He walked over and sat next to Fran on the edge of the bed. " I-" He stopped, unsure how to carry on. Maybe going after Fran wasn't such a good idea. "She-" No. Blaming Danielle would be the childish thing to do. "Miss Fine…" _I love you._ His heart screamed at him to say those three words that held so much meaning. "I'm a grown man." Is what he said instead. Maxwell cursed inwardly, why does this woman do this to him? Why cant he just say it? Maxwell sighed, "I'm sorry."

Fran frowned, starting to get angry at the plain fact that he was sitting on her bed. _What?_ She stared at him. Maxwell cleared his throat, "Yes. Well…" He got up and walked slowly out of the room, waiting. Waiting for something. For something to make Fran tell him to stop and come back. For something that could make his mind start listening to his heart. For something to cut the tension in the room that was heavy enough to slice a knife through. That something never came.

As he closed the door, he could still feel Fran's eyes on the back of his head. Fran sat there for awhile after. _I'm a grown man, _is what he said. _What does that mean? _Fran leaned back on her bed. Then it hit her. He didn't care about her. He felt she shouldn't be upset by what he did because he was a _grown man_. It was all a game, everything. Fran felt her eyes start to water. _I'm sorry._ She would never forgive him. It was too much…too much…the tears released their hold with a vengeance. But she already forgave him, she loved him so much. And she hated herself for it.

There was another knock on the door. Fran drew a shaky breath and opened the door. Not even taking the time to wipe the tears away anymore. It was Niles. Fran gave him a smile that had no hope. Niles looked upset, "There is a blonde in my kitchen and it isn't Miss Babcock!" Niles smirked despite himself. "I guess that goes without saying."

Fran rolled her eyes, but her hopeless smile turned into one that is slightly amused. Fran sniffed and wiped the tears away. Niles just seemed to notice she was crying and frowned. Then, he put two and two together and scowled. "He didn't." Fran just nodded, her hopeless smile returning. Niles sighed deeply, shaking his head. Maxwell doesn't deserve her, even as a friend. "Well, it's Saturday, I'm sure the kids would do something with you. If you asked them." Fran nodded and looked at the clock by her bed. "Breakfast is almost ready." Niles stated, looking to Fran to say something, anything. Nothing. "Will you be down?" Fran just nodded again. "Okay." Niles backed out of the doorway and Fran closed the door.

Niles was waiting for something. For something to make Fran open the door and smile a smile that lit up a room. For something to knock some sense into Maxwell so he could just admit that he can't live without Fran Fine. And for the world to make sense, just this once. Sadly though, that something never came.

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><p><strong>Reviews are love.<strong>


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